EXHIBIT 23.2
 
                         INDEPENDENT AUDITORS' CONSENT
 
  We consent to the use in this Registration Statement of Providence and
Worcester Railroad Company on Form S-1 of our report dated January 30, 1998,
appearing in the Prospectus, which is part of this Registration Statement, and
to the reference to us under the headings "Selected Financial Data" and
"Experts" in such Prospectus.

                                                       /s/ Deloitte & Touche LLP
                                                       -------------------------
                                                       Deloitte & Touche LLP 
Worcester, Massachusetts
February 16, 1998